Ben War
by TheSealer
Summary: Post-Omniverse. Ben is about to embark on a space trip with his friends. But an unexpected arrival of Paradox stops him. The evil Bens are once again joining forces, under the rule of the most powerful evil Ben in existence. Now the hero must join a whole new team of Good Bens to stop the treath. Inspired by ChesireP.
1. Chapter 1

This is my first 100% **Ben 10** fict so be patient. The good bens from the series won't show up, except perhaps as cameos. The **Good Bens** will be a team of counterparts inspired by the great deviantart artist **ChesireP**. In fact this story was pretty much inspired by her. Long live ChesireP and her arts!

I put **Author Notes** telling you the about the artworks that made each new Ben. But I apologize because of the **('dot' com)** part. It was the best I could so that fanfiction allowed it. There were no problems in Google Drive.

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><p><strong>Chapter 1<strong>

Benjamin Kirby Tennyson was anxious for the road trip...or maybe he should call it 'space trip'. After saving the Universe, yet again, Ben and his partner Rook Blonko invited Gwen Tennyson and Kevin Levin. They would take the Rust Bucket III as a means of transportation. Right now Ben was eagerly packing his clothes and belongings for the trip.

"Oh man! Universe here we come!"

"Getting excited for the trip, Benjamin?" - a good-natured voice asked. Ben looked to behind him startled to see Professor Paradox, the time-travelling criptic professor who always appeared when there was a threat in time to stop. Or when Ben Tennyson made a mess of the fabric of time.

"Professor Paradox." - he sighed. - "So what's the time bad guy who's butt me and my friends are supposed to kick this time?"

"I'm afraid this is a Ben-only matter. Your friends will have to stay out of this."

"Figures." - Ben groaned going for the Omnitrix to contact the others. - "Get called to a solo mission when I'm about to go on vacation with my friends."

"_Yes, Ben. What is it?_" - Rook's voice asked through the Omnitrix.

"I gotta a save-the-Universe thing to do with some time-travel mixed up. And I gotta do it alone. You think you can just wait for a bit?"

"_If your mission involves time-travel why do you not simply go to the moment of your departure, after the mission is completed? That way we do not require delaying our journey."_

"Lame." - Ben muttered. - "I'll just skip to the part when you guys are leaving without me. See ya!"

"Okay Professor, what's the bad guy this time? Eon? Maltruant? A time-travelling Vilgax?"

"Why, the enemy is one you know very well, young Benjamin." - Paradox motioning to Ben with his metal hand. - "It is Ben Tennyson himself."

"...What?" - Ben had no seen that coming but he then understood. - "Those evil, wacko Bens are back?"

"Quite right, but it's just one of them that is the major concern." - Paradox gestured and a

time portal opened through which he invited Ben in. The hero followed and they were now in an environment similar to space. Stars and galaxies all around them. And there was the three Paradox once used to explain all the alternate Ben timelines.

"Let me guess, Eon is back gathering evil Bens across space-time, right?" - Ben did an eyeroll. Sometimes villains were just that unimaginative.

"Not quite, Ben." - Paradox sounded grim. - "Though Eon is limitedly involved. As you know he and Vilgax went around gathering all the wicked Tennysons to their small army."

"Only for squid-face to backstab them all in the end."

"But the truth is, not all evil Bens aligned to their cause. All for different reasons. One of them did not join because he was too powerful and refused to serve anyone other than himself. I would go as far as to say this evil Ben is the most powerful one in all of spacetime existence." - Paradox pointed to a specific branch growing up from the middle of the tree. The branch was growing thicker and stronger, upsetting the natural growth of the tree like a tumor. - "This evil Ben became inspired by Vilgax and Eon's plot. And he decided to continue it on his own, gathering all the other evil Bens under his command."

"So it's gonna be all good 'mes' against the ultimate bad 'me'. I know this sounds wrong, but that sounds totally awesome!" - Ben grinned in anxiety.

"Don't get ahead of yourself, Benjamin. This ultimate evil Ben has enslaved all of his Universe under his tyrannical might and his now bent on doing the same to other timeline's Universes."

"Okay, Vilgaxy-evil-me is though, got it! So I'm supposed to go to his timeline?"

"No need. This nemesis didn't want another time-traveller to interfere, so he imprisoned Eon and took over his timeline to use as a base. He blocked it from me so I cannot interfere, either. I can open a portal but I cannot crossover. Only Bens who wield the Omnitrix can." - and a blue and white vortex opened besides the time-walker.

"Alright, ready to see 'Good Ben' team again!" - Ben grin faded. - "You know, we really need a better name. 'Good Ben' sucks."

"Actually Benjamin, none of the good Bens you worked with before will be able to help you." - Paradox shook his head. - "Ben 23 hails from another dimension, not an alternate timeline. Ben 10 000 is your own timeline's future version. And Gwen 10 is not even a Ben."

"So I'm supposed to do this by myself?"

"The good thing about a new journey is, you'll see old enemies but also meet new friends." - and receiving no more than that vague answer, Ben walked through the time portal which closed right away.

Paradox didn't stay alone for long. A figure dressed in white robes joined him. He was exactly Ben's height. The white robes had an omnitrix attached to the collar of the hood. The upper part had a green, vertical line going from the waist to the neck. The lower part of the robe resembled a dress. Only the person's left arm wasn't covered in white fabric. That arm was pitch-black as the night with small white dots, shining like stars. It was an Alien X arm!

"I see you got ahead this time." - the individual spoke with teenage Ben's voice. - "I hope he is valuable member."

"Oh, trust me, Benjamin, he will. I have learnt that all Ben Tennysons are a force to be reckoned with. _You_ should know that as well." - Paradox smiled.

"Please, don't call me 'Benjamin' or 'Ben'. I haven't been a Ben in a long time." - the hooded boy said.

"But in here or in Eon's domain there is no time. Speaking of which," - Paradox consulted his pocket-watch. - "aren't you supposed to be joining the conflict?"

"Not yet, there are some other Bens I have to decide to bring aboard or not. Then I'll join." - the hooded guy opened his own time portal.

"Be careful, Ben." - Paradox warned the hooded fellow. - "You know what Omni is after."

"I told you not to call me 'Ben'."

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><p>"Uh, this is where Eon lives?" - Ben watched the environment distastefully. The sky was a swirling plane of red and blackand the whole landscape looked like a ravaged wasteland. It was worse than Mad Ben's world. At least his world didn't look it the fabric of reality had been ripped apart. - "Could go with some wallpaper."<p>

"Oi, _Ben_! Get ready to die!" - that Australian accented voice was all too familiar. Ben turned to see his alternate self Mad Ben on top of a hill. The spiked-up hair due made him about a foot taller. The skin was a bit tanner, from living in a deserted wasteland and the eyes were orange.

His appearance was the still punkish. With black markings under the eyes and piercings on his right ear. The left shoulder, right hand and forearm, right foot and lower leg carried spiked plates. The left upper leg had a orange pouch. The jean vest was the only clothing he had without orange spikes. Even the Omnitrix had those.

"Hey, how's it goin', mah-alternate-self-whose-butt-ah-kicked?" - Ben made a poor imitation of Mad Ben's accent. - "Still working for some evil dude smarter than you that's gonna betray you in the end?"

"Not quite." - Mad Ben slided down the hill to meet him. The bloodthirsty smirk on former's face was all too indicative. - "I'm my own mentor now. After my subjects rebelled, I was released by another Ben. He promised me revenge on my pathetic counterparts if I helped him. Just business. So here you are!"

"Then I'm right." - Ben grinned enlarged. - "You're still a lackey to someone smarter than you who's gonna pull rug under your feet."

"Why, you!" - Mad Ben went for the Omnitrix (or Power Watch as he calls it) and transformed into Eye Guy. - "Watch this!"

He fired an orange laser from his chest eye and Ben jumped behind the debris of a house to avoid being creamed.

"Too bad you're no better mentor than Vilgax or Maltruant." - Ben went for his own Omnitrix. Transforming he jumped in front of the enemy. - "**Echo Echo**!"

"Oh uh!" - Mad Eye Guy gulped. Echo Echo unleashed his sonic wave attack. The sensitive ears of Mad Eye Guy screamed in pain as he did. Echo Echo multiplied, only increasing the sound until the villain turned back into Ben. He muttered weakly. - "Cheap...shot!"

"There are rules to this?" - the Echo Echos spoked in unison, getting a feeling of deja vu. But more trouble began when a gravitational force began to lift the Echo Echos and pushed them together into a ball of silicon and tossed them into the half-demolished ruins of a building. The Echo Echos reverted back to Ben.

"Ouch!" - the hero groaned, massaging his arm. - "Not fun."

"Well, hello again." - it was purplish-blue Gravattack, or _Bad_ Gravattack. Ben remembered him. It was Bad Ben, the evil Omnitrix wielder that looked _almost_ like him. True enough, Bad Gravattack reverted back into human. Bad was the evil counterpart that creeped him out the most. Because he looked just like Ben, only with a darker look. Dark hair and mint-green eyes and shirt.

"Long time no see." - and Bad's voice sounded like poison.

"Yeah, last time I saw your creepy, handsome mug was when we kicked your butt." - Ben replied but that made Bad's smirk grow.

"Hey, Bad!" - Mad Ben just joined them, glaring daggers at Ben. - "That do-gooder is mine! I saw him first."

"Gee, at least buy me a drink first." - Ben jokingly rolled his eyes.

"Remember what Omni said, Mad. I'm in charge while he's out." - Bad gave the punk-looking Ben a venomous sneer. That only seemed to provoke Mad even more, though Bad shrugged and spoke again with sweet venom. - "But if you're that anxious for your petty revenge, be my guest."

"Sorry to leave, Bens. But I gotta fly! **Astrodactyl!**" - in his new form, Ben took off. He wasn't stupid to the point of fighting two other Bens for no gain or motive. - "I better find the good Bens and fast."

"Not so fast, mate!" - Mad screeched tailing him as Jetray. The fast manta-ray flier was catching up to him, shooting green lasers from his eyes.

"Bawk! Time to step it up!" - Astrodactyl kicked his jetpack into maximum burn, putting a great distance between them. - "And that's why Astrodactyl beats Jetray, any day-ZHAZHAZHAZHAAAAA!"

Austrodactyl was surprised by a potent electro-shock that sent him plummeting into the ground. He collided with the earth hardly, drawing a crater and rising dust. His Omnitrix timed out.

"Hey, look! It's the tooth-fairy!" - Ben squealed in a dazed voice and his hair standing up from the shock. It was in fact a gray-toned AmpFibian and Frankenstrike who had shocked Astrodactyl big time. The AmpFibian and Frankenstrike turned into Nega Ben and Benzarro respectively, the emo and zombieish counterparts. Mad Jetray landed there and glared at them.

"Chums, you better leave 'im ta me. I gotta a score to settle with this Ben."

"Suit yourself." - Nega shrugged nonchalantly. Benzarro's answer was a mad chuckle as he wabbled away.

Mad looked at the passed out hero and smirked malevolently. He set his Omnitrix for a new form, Diamondhead, and transformed. Mad shaped his left arm into a long sword and aimed it at Ben's heart.

"See ya in hell, Ben!" - his murderous vengeful intents were ruined by a portal opening on the scene. A new Ben jumped out of the portal shouting as he transformed:

"**Four Arms**!" - said transformation differed from the regular one. This Four Arms' skin was dark red and sported several accessories. Such as the skull on the center of his sleeveless black jumpsuit, tattoos all over his body and brass knuckles on each hand. His face sported piercings on four different locations. He came just in time to punch Mad Diamondhead in the face, severely breaking it. - "Yo, Mad! Ready for another smackdown?"

Mad clenched his teeth and fists in fury. He knew this particular newly-arrived Ben. But he wasn't the only new player. Two more transforming Bens came out and stood against Benzarro and Nega. The three heroes formed a protective triangle with the unconscious Ben in the center.

Nega stood against a Kickin Hawk dressed in a dark blue karate robe. This Kickin Hawk remained stationary and silent, awaiting for Nega to make a move. The evil-doer showed a small grin and dialed:

"Lame move." - he changed into a gray ChamAlien which turned invisible right away.

Benzarro was instead facing a Terraspin with lavender eyes and Omnitrix.

"Benzarro no like you!" - he banged his head on his Omnitrix and turned into Snare-oh. The mummy extended his arms to trap the lavender-eyed Terraspin. But the tortoise created a powerful gust that blew the wrap-tendrils into a disarray.

"Next time, I advise you to choose a proper alien _before_ transforming." - the Terraspin spoke with a patient, soothing voice.

Meanwhile the punkish Four Arms was beating the punkish Diamondhead. Punch after punch increased damage to the crystal body thanks to the brass knuckles. Four Arms finished it with an all-four punch to the stomach that threw Mad Diamondhead away.

"What's wrong, Mad? No longer can take a punch?"

Mad changed into human, his anger doubled over:

"I'll show you a punch!" - he searched frenetically for a certain transformation and punched it in. Four Arms cocky expression disappeared when Mad Way Big stood towering above him:

"Oh, man!"

Minutes before, the heroic Kickin Hawk had endured several slashes from Nega ChamAlien. The villain was slippery and invisible. But Kickin Hawk remained quiet and silent. He closed his eyes and just heard, waiting for the perfect moment. He let the sounds of the other battles filter through, ignored. Focused only on the sounds of the salamander-like alien. A footstep. A paw dragging off dirt. Right behind him!

"Found you!" - Kickin Hawk grabbed the invisible alien on his rearfirmly with his claws. - "Even invisible you attack from the back. You have no honor."

Kickin Hawk threw ChamAlien high in the hair with his taloned foot. When Nega came falling back down, he kicked him into Terraspin's tornado, which threw Nega into Benzarro.

"Now let's get our Ben and leave" - Kickin Hawk is interrupted by Mad Way Big's transformation. Four Arms came running to avoid being stampeded.

"This cannot bode well for us." - the Terraspin asked, though his tone remained calm and patient.

"You think, doc?" - Four Arms said sarcastically.

"I have an idea. But I'll need your help, my friend." - the Kickin Hawk grinned to the Terraspin. The avian fighter punched his Omnitrix and turned into Gutrot, dressed in dark-blue armor. Terraspin smiled in comprehension:

"Great idea." - he created a tornado that met Mad Way Big's face.

"What are you trying to do, pipsqueaks. Trying to get me a cold?" - Mad Way Big roared, preparing to fire his cosmic beam. Gutrot projected a reddish gas into the tornado. The gas flew into Mad Way Big's face and the giant inevitably inhaled it. Mad Way Big roared in discomfort and stumbled as the gas disoriented him. When he recovered his senses, he looked at the good Bens just once and turned against the still recovering Nega and Benzarro.

"Mad is mad!" - Benzarro cries out.

"He now sees us when he looks at his allies and vice-versa." - Gutrot explained curtly.

"Fine, whateves! Now let's buzz." - Four Arms picked up the unconscious Ben and left through the re-opened portal.

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><p>"That's it. Follow the light at the end of the tunnel." - Ben squinted as he heard a voice equal to his own.<p>

"Uh! Say what!" - he woke up startled. - "Dude, next time, try something more normal than 'follow the light'."

Ben opened his eyes to see, not too surprisingly, a face much similar to his own. Except that this Ben's hair was a soft purple and more arranged. The lavender eyes shielded by laboratory protection goggles of the same color.

"Okay, so you're like one of my good mes."

"If I were one of the bad guys, you would be strapped to the berth and about to be dissected." - the lavender Ben commented dryly. Only now Ben noticed he was lying on a berth of what appeared to be some sort of makeshift medical lab. - "For someone who took an electric charge from two different aliens, you're fine. Just take it easy for the next hour."

Ben got up from the berth and took in the appearance of his counterpart. This Ben seemed to be the most different one, besides the bad guys. He posed himself with professionalism of a doctor.

"_He even looks like a doctor._" - Ben thought. The lavender Ben wore a short sleeve lab coat with lavender highlights. The ends of the sleeves had the Red Cross, only lavender. Underneath, a dark shirt with lavender lines. The hands had white gloves with lavender highlights. The Omnitrix was particularly on his left elbow, emitting a lavender - no surprise here - light. - "So, Ben...I guess you saved my neck, hu?"

"Yep, we used the teleport to get at the battle sight just in time." - at Ben's confusion, lavender answered. - "There are two other Bens here. They call me Doc, or Doctor. I'm part-time medic, part-time brain of the group."

**(A.N.: 'Doc' was inspired by a design of pre-Benzarro made by ChesireP. But in my story, Doctor Ben has no connection to Benzarro. He's just a nice Ben who puts the well-being of others ahead of his own. Here's the link but delete the spaces:**

**cheshirep . deviantart ('dot'com) / art / Pre-Benzarro-494985733**

"Thanks...Doc." - Ben still had trouble grasping an alternate version of himself was a doctor. - "How did you...uh, _me_ became a doc?"

"Dude," - Doc's patient aura diminished a little. - "you and I can turn into aliens and we're now fighting our evil alternate selves. And me being a doctor is what boggles your mind?"

"_Dude_, aliens and alternate counterparts are all old news. Me being a genius is not." - Ben countered and Doc shrugged:

"Fair enough. Ever since I was 11 I wanted to be doctor. Saving lives was the kind of hero I wanted to be. So I used Grey Matter to learn complicated disciplines, including human and alien medicine and biology. Granted I'm not a fighter, but…"

"Blah, blah, blah. blah. I didn't ask for your life-story, Doc. But thanks anyway. So what's the plan?"

"For now, there's no plan. The bad guys are waiting for their leader, we're waiting for ours. In the mean time we gather the good Bens that get sent here. But if you want the big version, got talk with the others. I've got to recharge the teleporter engine." - the Doc indicated a big machine that occupied a corner of the room. It looked like a galvan teleporter. He recalled seeing that on Azmuth's lab a couple of times. - "I built it from the parts I could scavenge in this dimension so it needs a lot of maintenance."

"Okay, have fun Doc."

Ben walked out and into a sort of main hall with some equipment. Strangely though there was no fridge, no kitchen, no food. Another strange thing was it that he didn't feel hungry at all.

Ben heard the sound of a punch and panting. He followed it into a gym-like room. And there was another Ben punching a punching bag. But this one looked way more stunning! His body frame was much more muscular. But what caught Ben's eye was his overall appearance; this Ben was a punk! His black shirt had the sleeves torned off and the '10' in the chest was blood-red with a flaming skull behind it. He had tattoos visible on his arms that traveled beneath his clothing. On the wrist without the Omnitrix he had a dark leather bracelet. The pants were dark grey with the ends torn too just above the ankles. The boots had steel soles and toecaps.

But Punk Ben's face was the real shock. Four piercings were visible, one in the right ear, left nostril, right eyebrow and between lower lip and chin. The black hair was looser than the original Ben's brunette and sported a tall mohawk colored red. Around his neck was a chain with an omnitrix medal carved with a skull.

"Yo, Bro!" - Punk Ben greeted without taking his eyes (or fists) from his training. - "Finally woke up, hu?"

"Yeah, so what's the deal? When does the leader checks in and we can fight the bad Bens?"

Punk Ben laughed at that but did not halt his training. He threw fist and after fist, sending the punching bag swinging in the other direction. A small gash was opened by all the blows the bag took. Wanting to wrap things up, Punk Ben threw a roundhouse kick. The gash opened completely by the sharp, metal edge, gutting the bag of its content.

"I like ya, bro. I'd love to be out there kicking ass, but no can do. Not until Cosmic returns."

"Cosmic?"

"Our Ben boss, he's the one that got us together. Speaking of which, we need to get ya a name."

"A _name_? What for?"

"To distinguish you, of course." - another Ben spoke in the gym. Ben looked to see another alternate self. This one looked a totally Zen Ben Tennyson, dressed in a dark-blue shirt, short-sleeve shirt. The pants were black baggy workout pants. This Ben's hair was much shorter. He was sitting in lotus position, meditating with his eyes closed. He spoke softly without opening his eyes - "We can't call ourselves 'Ben'. So we - and by 'we' I mean 'Punk' over there - come up with names that characterize each of us best. I'm called Ben Zen."

**(A.N.: 'Ben Zen' was inspired by the artwork 'Ni Hao' of ChesireP. Except in my story, this Ben is 16. Here's the link but delete the spaces:**

**cheshirep . deviantart ('dot' com) / art / Ni-Hao-314396026**

"Call me Punk and you already met Doc." - Punk Ben said.

"Uh!" - Ben groaned massaging his head. - "First a smart 'me', now a badass and Zen 'mes'. What I wouldn't give for a Mr. Smoothy."

At hearing that, Punk and Zen groaned dejectedly. Zen even grimaced with one eye opened, breaking his meditation.

"Mr. Smoothy! Don't tell me you like that crap!" - Punk stuck his tongue out.

"What? It's my favorite. How can you say that? It's the best." - that only seemed to gross them out more.

"Man, at least I figured what your name should be: Smoothy." - Punk Ben muttered.

"Smoothy? Seriously?" - Ben facepalmed. - "That's the best you can come up with?"

"Giving your apparent lack of physical training, 'Smoothy Ben' could be a proper name." - Zen got up, his meditation pointless now. He analysed Ben's frame discreetly.

"_Thanks for putting me on this team, Paradox._" - Smoothy Ben sarcastically thought. All three Omnitrices beeped and Doc Ben's voice sounded:

"_Guys, Cosmic is back!"_

"Hell yeah!" - Punk cheered. - "We got the gang back together!"

The three walked back to the main hall. On the way Ben thought to ask some questions about Cosmic.

"So who's this Cosmic dude?"

"No idea, Smoothy." - Punk shrugged. - "The guy wears a weird white robe and never shows his face. Now his left arm is the real bam; it's an Alien X arm. Weird hu?"

"Wow." - Ben silently tried to picture that. - "This Ben is a real mystery, hu?"

"The unknown remains

A mystery to each of us

Yet so familiar" - Ben Zen sighed calmly, drawing a bored Punk Ben's and a open-mouthed Smoothy Ben's glares.

"What the heck is that suppose to mean?" - Smoothy asked, completely puzzled.

"It's one of his haikus. Total crap and annoying too!" - Punk grunted.

In the main hall, Doc Ben was already standing next to what looked like a time portal. Smoothy Ben half-expected Professor Paradox to come out, but instead a hooded Ben came. The white robe ended in what appeared to be a dress but Ben didn't comment on that. What struck him as astonishing the most was the pitch-black arm with glittering dots.

**(A.N.: 'Cosmic Ben' was inspired by a drawing by ChesireP of Ben as an incarnation of the Universe. But in my story, Cosmic head and right arm are covered by the robe as well. Only the Alien X arm is uncovered which gives a clue to the extent of Cosmic Ben's powers and form. He's the leader and most powerful of all good Bens. Here's the link but delete the spaces:**

** cheshirep . deviantart ('dot' com) / art / Cosmic-495341280**

"_It was just like when Skurd merged my arm with Alien X._" - Smooth recalled his last adventure stopping Maltruant's Anihilaarg.

"Bens, we have trouble. Omni has sped up his plans. He's coming." - Cosmic announced gravely.

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><p>The evil Bens had a base of their own, though not as cohesive as the good Bens'. It was a partially inclined apartment building, severely damaged but still holding. The evil Bens didn't co-existed in harmony so they didn't bother to keep their base of operations in good shape.<p>

"Boss Ben back!" - Benzarro announced, peeking his head in the room.

Inside was Nega and Mad, who had been talking after the battle. Mad was still sore about losing his chance to get back at Smoothy Ben and he needed someone to vent out his frustration. He usually did this with Mad Rook back on his dimension. Until that traitorous chum betrayed him. Nega Ben on the other hand, remained mostly silent, just listening to Mad's complaints and vows of revenge.

But that was cut short by Benzarro's announcement. Mad couldn't care less and didn't even want to go greet that snobbish Omni Ben. Then Nega reminded him that those were probably Bad Ben's orders to come see their 'leader'.

"Bad is just a stuck up who thinks he's in charge."

"You know he _is_ in charge. Bad did beat you on that combat for supremacy. When Omni is out, Bad gives the orders." - Nega commented dryly earning dagger glare from Mad. Shrugging he added. - "On the bright side, with Omni around, we see Bad having to lower his nose and following _someone_'s orders for a change."

"Yeah, that's actually some consolation." - Mad said half-sarcastically, though he much preferred himself to be the one ordering Bad Ben around.

They walked through the dusty corridors, some of the walls looked had pieces falling off. The two came into a large room with a green time portal opening up. Bad and Benzarro were already there, expecting Omni to crossover.

"You're late, you two." - Bad Ben sneered when they arrived. Nega ignored and Mad spat back:

"Who cares? And stop acting high and mighty, loser. Now that the big boss is here, you're not on top anymore."

"_For now._" - Bad Ben said mentally. - "_But if there's one thing I learnt from that backstabber, squid-face Vilgax is that we can only achieve power if we're ready to betray everyone, even our allies._" - a ghost of a smirk surfaced his face. - _"And when I get rid of Omni Ben, I can seize all the power_."

Clearing these traitorous thoughts, Bad Ben saw the most powerful of the evil Bens and their leader crossing through the time portal, closing it right away.

It wasn't this Ben's villain outfit that made him different. A black and green theme jumpsuit-like armor, his tattered-in-two cape. The only thing about his outfit that wasn't black and/or green were the shoulder pads, made of the skull of two alien animals now extinct.

The face was the real difference. His green eyes carried dark circles, a mark that had remained with Ben almost as long as the burn mark in his left cheek. He didn't smile; his look remained icy, eyes half-narrowed and slightly frowned. It was the look of someone who was only happy by oppressing, conquering and achieving more power.

**(A.N.: 'Omni Ben' was inspired by a drawing by ChesireP of an alternate dimension evil overlord Ben who has conquered his Universe. In my story, Omni Ben is the counterpart of Cosmic, being the leader and most powerful of the evil Bens. This artwork existed long before the Time War ark began. Here's the link but delete the spaces:**

** cheshirep . deviantart ('dot' com) / art / Ben-10-Shattered-Glass-Ben-Tennyson-319345363**

"Bens, I have returned." - Omni Ben announced, his voice emanating with cruelty and strength. Beneath his arm he carried a big, red egg.

* * *

><p>First chapter is here. More Good and Evil bens will appear later. And that part about <strong>Smoothy Ben<strong> not being hungry will be explained later. Does anyone here even likes the name Smoothy? If not tell me. I just don't call the original Ben by '**Ben Prime**' because this story will explore a bit of the good Ben's past. So none of them is the prime one.

The only Ben here that wasn't inspired by **ChesireP** (besides the ones on the series) was **Punk Ben**. I wanted an old rival for **Mad Ben**.

If you didn't like the excuse why **Ben 23** and **Ben 10 000** couldn't join, well I wanted the team to be made of new Bens only (except the protagonist of course). So sorry! Please R&R!


	2. Chapter 2

This is my first 100% **Ben 10** fict so be patient. The good bens from the series won't show up, except perhaps as cameos. The **Good Bens** will be a team of counterparts inspired by the great deviantart artist **ChesireP**. In fact this story was pretty much inspired by her. Long live ChesireP and her arts!

* * *

><p><strong>Chapter 2<strong>

Every Ben present had at least a small amount of fear towards their leader. Benzarro was obviously scared of Omni, Ben Tennyson, Overlord of the Universe. Nega, though hadn't changed his stoic expression, feared Omni for all of his power. Mad would never admit it but he too held some uneasiness towards Omni. And Bad Ben, along with his envy and thirst for power that surpassed all other Bens, feared for his own life should Omni ever became aware of Bad's ambitions.

"Welcome back Omni." - Bad greeted with feigned pleasantry which every other Ben detected. They were on the same side but that didn't labelled them friends.

"Oi mate, where's this mighty weapon that you said you'd bring?" - Mad inquired. Omni had previously ordered his Bens to stay put until he returned from another dimension with a mighty weapon of mass-destruction that would win that which Nega had coined the 'Ben War'.

"Quiet, Mad." - Bad chided. He was about to ask that question and didn't want Mad to talk over him.

"Bad Ben, now that I'm back, I will give the orders." - Omni warned with a monotonous tone yet Bad felt nervous because of it. Their leader had a way to make people get nervous. - "And to answer Mad's question, this is our weapon. One of the many more to come."

"I've seen that before. Is that...a Time Beast egg?" - Nega's question held a touch of disbelief which was remarkable given he rarely showed emotion. The egg Omni carried in his arm was crystalline red and bigger than an awestrudge's. A few light red veins run through its shell. - "I've heard about the eggs but never saw one of the real things."

"No...bad! Ugly!" - Benzarro stuttered away from the egg in fear. He knew what that was and didn't liked it the first time. Nega had only heard about it. And Mad remained clueless as did Bad.

"Time Beast?" - Bad wasn't linking to be out of the loop.

"Maybe a demonstration will clarify things." - Omni extended the egg in front of the others. Unlike them, Omni didn't need to transform; he could use the powers of all aliens without using the Omnitrix. Activating his Clockwork powers, Omni cracked the egg and the Time Beast embryon began to mature into a fully-grown giant goat with red crystal shards coming out of its back. The creature was so big it almost touched the ceiling of the parlorwith the dorsal red crystals.

The other Bens staggered away from the large animal. Benzarro actually ran away, a hard task for a zombie. And probably a wise choice because the Time beast snarled and pounced at Mad and Bad.

"Wow!" - Bad cried out, transforming into Ghostfreak. He tried to possess the creature but found out he couldn't. - "What is this thing!?"

Mad went for a more brutal approach and turned into Humungousaur. He was strong and large enough to take down the Time Beast with sheer brute force. But the creature teleported away and behind Mad, kicking him out.

"This thing can teleport!"

Nega turned into Big Chill and froze the Time Beast solid. It seemed he was victorious but the ice prison shattered and the Time Beast fired a red beam from its mouth. Big Chill dodged the red ray just in time. The wall where the beam struck became dust, aged by eons.

"This freak of nature accelerates time!" - Bad Ghostfreak reverted back to Bad Ben and looked at Omni with terror and disbelief. The leader had remained watching while the Time Beast rampaged against the others. - "This is your plan? Unleash a mindless animal that ages everything it touches?!"

"Only until I find a way to control it." - Omni shrugged. The Time Beast now turned its eyes towards him and charged at him like a bull. Omni fired his own green beam at the creature. Again using his Clockwork powers, Omni made the creature reverse back into an egg.

When the chaos died out, Bad, Nega and Mad composed themselves. Omni simply walked away as if his 'weapon' hadn't just tried to kill his comrades.

"Hey! What was that for?" - Mad growled.

"A test. I needed to see first-hand how a Time Beast would do against other inferior Bens, without letting them know of my plans. Also I wanted to see which transformations could control it. Now thanks to you, I know Ghostfreak can't" - Omni walked away and brought the egg to his eye-level, smirking genuinely. He had seen the sheer power of these beast. He wouldn't rest until that potential was at his fingertips.

"What were you thinking? That thing could have killed me!" - Bad roared and Omni dropped his smirk, turning to him. The evil overlord's gaze was again cold and made Bad freeze on the inside.

"Yes, it could have killed you. I believe it could." - indifferent, Omni retreated, his tattered cape waving behind him. Bad was the one whose death glare at him was charged with more hate.

* * *

><p>"In fact, he might already be here."<p>

"Alright, then lets go kick his butt!" - Smoothy Ben grinned. Cosmic glanced at him for a moment.

"Smoothy, we would if we knew where he is." - Punk shrugged.

"But I think I know where he might be. I can sense his presence. One moment." - Cosmic lowered his cloaked head like pondering on something. In truth he was searching this dimension for Omni Ben's mind.

"This Ben is kinda weird." - he whispered to Ben Zen who retorted:

"He can still hear you, you know."

"I have located him." - Cosmic announced, ceasing his transe.

"Then let's go get him." - Punk knocked his clenched fist into the palm of the other hand.

"No, Punk. I still don't know what his plan is so we better not expend all our energies. You and Zen stay here. Doctor, prepare the teleporter. You're coming with me."

"What about me?" - Smoothy asked. Cosmic took one long glare at him before deciding.

"If Paradox sent you here, I guess you might be useful. Alright you're coming too."

"Kay, thanks." - Smoothy rolled his eyes. He knew when someone didn't think much of him.

"Good luck, Smoothy. And don't let Doc here kick more butt than you." - Punk gave a thumbs up which Smoothy Ben retributed. At least someone around here didn't degrade him.:

"Wouldn't dream of it."

Doc ignored that and opened the circular time portal with a galvan remote control of a sorts. The three Bens went through the portal to enter into the same old ravaged wasteland. Only this one was in the center of a desolated ghost city. Ben's expression turned sour when he saw the utter destruction and zero life.

"So, what really happened to this place? Did Eon do this?"

"Yes, though not intentionally, I am told. I was never much involved with alternate timelines and time-travel." - Doc sighed.

"You never met Paradox?"

"Only once. He told me about Eon after I managed to lose him. He was trying to shanghai me." - Doc clarified. - "One day I was having a normal day, minding my own business when this old, wrinkled man who dressed like a lame, purple Darth Vader wannabe stars shooting aging-beams at me. He said I could either join his cause or die."

"That must be when Eon and Vilgax were collecting all evil Bens." - Smoothy concluded. - "How did you survived that?"

"Well...I played dead." - Doc shrugged sheepishly and Smoothy's jaw hit the floor.

"You played dead? Seriously dude, that's weak and lame. What kind of hero are you?"

"Hey," - Doc protested offended. - "if someone else's life were in danger, I would have fought. But when it was my own, why fight for something that you don't even know. I kinda figured Eon was just a senile old man attacking me for no reason."

"But after he was gone, Professor Paradox showed up and gave me an explanation about Eon and his plot to collect Ben Tennysons. I wanted to help but Paradox said it wasn't my time yet and vanished. A few months later, Cosmic showed up and asked me to join. This time I said yes."

"Okay." - Smoothy shrugged. - "What about Zen and Punk?"

"Yeah...they were tougher than Eon and Vilgax expected and managed to make them turn tail and give up." - Doc explained a bit upset at Ben smothered laughs. - "Ah, ah. Very funny. I told you I'm a doctor, not a fighter."

"Yeah, sure whatever. But that still doesn't explain what happened to this place?"

"As Doctor Ben said, Eon did this even if it wasn't his intention." - Cosmic Ben spoke. The other two had been so entranced in their chat that they almost forgot Cosmic presence during the walk. The leader carried on:

"Eon used to be a Ben like no other. But he grew obsessed with his powers, in particular with his Chronosapien abilities. He was power-hungry and made an experiment to try and control time itself. A big mistake."

Cosmic extended both arms to indicate the environment. The red and black swirling sky and the lifeless city.

"In his obsession and irresponsibility he destroyed the fabric of time of his own timeline. Now this place is timeless. One would think Eon would have learnt the lesson when he destroyed his dimension, but no. It only motivated him to seek out and conquer other timelines. Even his Omnitrix reduced to dust, he still managed to maintain his Chronosapien powers." - for the first time, Cosmic displayed emotion in his voice. Disappointment, maybe even anger. Cosmic became silent again and Doc broke the silence to add:

"That's why we don't need food here. There's no time so you can't starve."

"That actually explains a few things." - Smoothy remembered now that he hadn't felt hungry since coming here. - "So about this Omni Ben. What's his agenda?"

"Power. As simple as that." - Cosmic responded simply.

"We kinda had deduced that, Cosmic. I think what he's asking is how is Omni gonna do that?" - Doc asked but obtained no response. Cosmic tensed and began looking from one side to the other, his cloak waving with every movement.

"Omni is here."

* * *

><p>Omni Ben, the ruthless overlord, sat alone on the top of a rocky formation, staring at his Time Beast egg. He knew there was a way to control that power. Everything could be controlled and Ben Tennyson always gets what he wants.<p>

He was utilizing Greymatter's and Brainstorm's intelligences combined to figure a way to command the Time Beast. Yet, even with all his power, the villain was unable to come up with a solution.

To his surprise, the Eye Guy senses discerned something. He could make out three pairs of footsteps far away. One of these felt like a beacon of energy. It felt…

"Familiar." - Omni Ben whispered to himself, trying to focus on the third person. - "Feels like, pure, unlimited power. It's him!"

Omni Ben smirked predatorily:

"Cosmic is here."

* * *

><p>"So where is the bad guy?"<p>

Smoothy's question was answered by an echoing voice full of power:

"Over here,_ Ben_." - the three do-gooders looked up to see Omni at the top of a building. The creep was dressed in a supervillain black and green themed fashion. In Smoothy Ben's eyes, he did look like a major bad guy.

"Omni, what are you up to?"

"Isn't it obvious, Cosmic?" - Omni asked sarcastically, levitating from his spot. - "I'm out for the one thing that drives me. Power!"

"Oh look, it's Aggregor 2.0."

Omni showed a red crystal egg. Even at that distance Smoothy had a pretty good guess what it was but Cosmic's gasp was what confirmed it:

"A Time Beast egg."

"Let's see how your sidekicks fare against it." - Omni aged the egg into a fully-grown beast and the animal landed uninjured on the ground, standing hostility against the heroes. Cosmic gestured, like about to do something, but a black and green blur pushed him out of the battle and into a store that crumbled on top of him. It was Omni, smirking at his small victory.

"Okay, dude. Get ready to meet Atomix!" - Smoothy punched the Omnitrix. - "**Upgrade**! Seriously?"

"No!" - Cosmic shouted. He was uninjured and making rubble float around him. - "This is my fight. You two take care of the Time Beast."

The animal charged at Doc and Smoothy Upgrade. The Doctor transformed into Astrodactyl and flew out of the way. Upgrade hastily merged with a wrecked motorcycle and made an half-circle, driving behind the creature.

"What is that thing?" - Doc Astrodactyl asked.

"Don't let big ugly touch you or hit with its laser. It can age you to dust." - the upgraded motorcycle spoke.

"LOOK OUT!" - Astrodactyl pointed ahead of them, stopping hard. The Time Beast had teleported on their way, blocking the escape. They took a turn and avoided an aging beam fired from its mouth. - "How did you beat that thing?"

"I...kinda don't know. We used some time motorcycles to change it back into an egg. But the time cycles were scrapped."

The Time Beast re-appeared before them, snarling menacingly. Doc Ben punched his Omnitrix and transformed into Diamondhead. This Petrosapien was wearing a white jumpsuit and gloves with purple highlights. The fabric of the gloves retreated to allow his hands to fired diamond crystals. The Time Beast retribution with its aging beam. But the crystal weren't affected and hit the monsters.

"How the…?"

"Petrosapien crystal's can last a long time." - Doc Diamondhead answered. The beast was only angered by the attack and rose up in itshindpaws. It was going to stomp them!

"Not so fast." - Doc Ben made a barrier of crystal, blocking the monster's attack. It stopped teleported back and charged at the barrier. The crystal shook but held. - "This won't hold it for long."

Upgrade changed back into Smoothy Ben, ridding the wrecked motorcycle.

"This thing won't stop chasing us. Is there anything you know that can hurt it?" - Doc asked and Upgrade shrugged:

"I can try to insult it, this time." - Doc made a facepalm and gasped. He just had na idea!

"Time! That's it." - Diamondhead changed into Clockwork just before the creature broke down the barrier with horned charge. Doc fired his green beam at the Time Beast, enveloping it in a green orb of light.

"Now, if I can just reverse ze aging process, surely zis abomination will become an egg, _ja_."

The green orb began to tremble and red beam fired from it. Whatever was happening, it wasn't good. The orb burst and the Time Beast was still in its adult form, unchanged.

"Or not." - Upgrade muttered.

* * *

><p>Omni and Cosmic, collided once again, measuring their forces. So great was their power, shockwaves were unleashed when they came together. At this point, they were evenly matched.<p>

"Thanks for coming, Cosmic. It's about time you give me what is rightfully mine."

"Not while I live, Omni. The Multiverse would tremble if you ever got your hands on it. I have only so that nobody else can use to their twisted desires!"

"Then why don't you use it, right now?" - Omni smirked, goading him. - "Our powers are even now, but you hold back the only power that you have that surpasses mine. So why not use it now, wipe me out and save your precious Multiverse?"

"Don't tempt me!"

* * *

><p>"This isn't going well." - Smoothy Ben shouted.<p>

"Just keep running!" - Doc Ben talked back. The two now back in human form were desperately trying to evade the Time Beast. The monster was more interested in chasing them than rampaging like the one Smoothy had fought. The two heroes ran the edge of the city which ended into a deep crater.

"Jump!" - they shouted simultaneously and landed on the center of the crater. It reminded Ben of the one Mad Ben had been digging, back on his timeline. Smoothy remembered it was with Ben 23 that he saved the day, back then. Though his rich, younger counterpart had been trying to convince him to leave, during the whole time.

"Hey, I just had an idea."

"Is it a good one?" - Doc scoffed.

"Turn into Clockwork."

"That won't work."

The Time Beast teleported into the crater too. The Bens stood back.

"Just trust me, Doc."

"_We're done for, either way."_ - internally shrugging, Doc did as told and changed back into a Chronosapien. - "Now zhat?"

"Time for an upgrade!" - Smoothy turned back into the Mecamorph and wasted no time merging with Doc. The clock-like alien was covered in a dark theme with green lines. The key in his head took on a trident shape.

"Ah! Now this is an excellent idea. Why didn't I think of it?"

The Time Beast fired the beam but the upgraded Clockwork used his powers to freeze the monster in time. But now, it couldn't break free.

"Let's take Big Ugly back ot the cradle!" - Smoothy said. Up-Clockwork rotated his head key and the paralyzed Time Beast shrunk until it became a red, crystal egg again. The two Omnitrices timed out and the heroes cheered.

"And that is how you save the day, doctor!"

"Have to admit your idea was a good one. I should take a cue." - Doc admitted.

A sudden black and green blur passed by them at sonic speed, grasping the egg and knocking them down. It was Omni Ben.

"Good job, heroes. But you might want to save the celebration. This was only the prelude of what's to come." - and he vanished. Cosmic Ben joined and helped them up.

"Are you two alright?"

"We're fine." - Doc put a hand on Smoothy's shoulder. - "Our newest Ben here came through with an idea to beat that thing."

"Please, hold your applause."

"Hum, maybe Paradox was right about bringing you on board." - Cosmic elucidated.

"_Guess that's his way to say 'great job'._" - Smoothy thought a bit disappointed.

"Though I fear trouble is just starting. If this wasn't Omni's end game, what is it?" - Doc inquired grimly.

"We gain nothing by being here. Let's return to base." - Cosmic used his powers to teleport them to the main room of their makeshift HQ. To their surprise, the two Bens left there didn't seem to be around.

"Where are Punk and Zen?" - Doc groaned irritatedly. - "Don't tell me Punk went for one of his 'walks' and Zen was forced to follow him."

Right on cue, a portal opened and Punk and Zen jumped out. The first looked uncomfortable at Cosmic.

"You sure take joy in disobeying commands, Punk." - the cloaked Ben sighed more tired than annoyed. It was another moment of slight emotion that Cosmic displayed.

"Don't be so surprised, Ben-boss. Though this time I had a good reason." - Punk sounded serious. - "The computer detected a weird anomaly so I went for reckon."

"I told him it was wiser to stay put and wait for your return. But he insisted on going and I could let him risk his neck without backup. So I went along." - Zen explained. - "To my surprise, it was worth it. We found him."

"Whom?" - Smoothy Ben asked, feeling out of the loop. It was Cosmic who answered:

"Eon."

* * *

><p>Next chapter, we'll get to know a bit more of <strong>Doc Ben<strong>'s backstory.


	3. Chapter 3

**Chapter 3**

"Come on, Doc! Hurry up." Punk called out into the portal. He and the other Bens were outside the base, waiting for the Doc to cross the portal. When he finally did, the portal closed and they walked away.

"What took you so long, anyway?" Smoothy questioned.

"I wanted to leave the med lab ready, just in case we have an emergency patient."

"Doc, just relax. Zen and Punk said Eon is locked tight. No way he could touch us." Smoothy shrugged.

"No my point, Smoothy. I've set up med lab in case he _Eon_ needs medical attention."

"Okay, sure." Smoothy halted, eyes bugged out. "Say what? Doc, are you out of your mind? Is helping the bad guy what they teach you in medic college?"

"First, the correct term is 'medical college'. And no, they teach us to help every one need." Doc snorted, but spoke with the utmost belief. "Even those the innocent may considered monsters. I'm a doctor; I made an oath to help anyone hill. No matter which side they're on."

"Oh, yeah? And you think Eon will just thank you nicely and pay up his hospital bill?"

Doc slightly relaxed. The and Smoothy were the tail of the group, Zen and Punk in the middle, listening to the exchange behind. Cosmic was on the lead, totally disconnected from the activity.

"Smoothy, I'm not a moron. I know bad guys are dangerous, so I take precautions they won't attack me while I'm doing my thing. For their sake and mine."

"I have serum that can put any sentient being in a coma while I work. Like a universal analgesic."

"But why do you do it?" Smoothy asked "Hey, I'm not one to let bad guys suffer, but why help them that much?"

"Because why not?" Doc retorted. "We're all living things. The only thing that separates us are the choices that make us who we are. If someone bad had done one choice different, he could be one good person you would try to save."

"Wise words, Doctor." Zen commented. "Mercy is a flower; not given but nourished in the field that is the soul."

"Enough haikus, now." Punk muttered skeptically

Smoothy eyed Doc with a growing interest. More and more, the lavender-haired was revealing to be a different Ben than he anticipated. Smoothy Ben never took a live, not even those of alien creeps like Vilgax. They usually fell at their own hands.

But Ben wouldn't help them either. Even if Doc believed he could contain any bad guy, Smoothy wasn't so sure. Enemies like Eon, Maltruant and Vilgax couldn't be imprisoned, either way. Not for long.

'The only thing that separates us are the choices that make us who we are.' Those word rang on Smoothy's brain. It hit that also applied to them. Every Ben is different because of the contrasting options they chose. He wondered what choices had Doctor Ben taken.

"Say Doc, how did you become a doctor? Did your...I mean, our mom shipped you off to Doc Camp?"

Doc chuckled a bit. "Nope, though mom and dad did have a hand on it, albeit indirectly. I was 11 when my parents were on a second-honeymoon. So I stood with uncle Frank and aunt Natalie."

"At night the news report said the cruise they were one was attacked by pirates." Doc made a grim pause."Grandpa Max couldn't track them because the pirates hadn't made any calls. I had never felt so angry, nor hopeless before. I had all the power to save the Universe in my wrist but couldn't even keep my folks safe. I lashed out at everyone, at Grandpa, at uncle and aunt...at Gwen." He said her name with a slight tremble.

"Next day, miracle happened. The news report told the pirates were found and captured by the military. They showed everyone safe and sound, including mom and dad." Doc smiled. "It turned out some of the prisoners, including mom, had fell hill. But one of the pirates knew some medicine and cured them. When I saw that man being handcuffed on TV, though the people were thanking him, I knew he was the kind of hero I wanted to be."

"Oh, that was...deep." Smoothy admitted, surprised. Attempting to move the subject he asked: "What happened to that guy?"

Doc turned to him with a cold, emotionless face:

"He was brutally killed in prison by the other pirates. They labelled him a traitor."

"Oh, sorry to hear that." it was rare for Smoothy to feel sheepish. He never met said altruist pirate and apparently neither did Doc. But Doc held the man in high view, since he had inadvertently moved him to become what he is.

"We're here, Bens." Punk announced, seemingly bored with Doc lifestory.

They had arrived to nowhere in particular. The place was still the same apocalyptic environment. The only exception was the narrow entrance on the ground to a dark cave.

"He's in there. There were no traps or guards when he investigated." Zen said.

"Nonetheless, approach with caution with Omnitrices ready. Omni Ben imprisoned him to keep him away but this could also be a trap to catch us all." Cosmic wisely warned.

They climbed down the hole. It barely fit for a grown man so they had to go one by one. Punk volunteered to go first and scouted the inside. When he deemed it safe, the other Bens entered. They all, barring Cosmic, had hands over their watches, prepared to go alien should danger jump out of the shadows.

They descended through the dark tunnel, Omni making a green light above them. They came into a dead end chamber of rock. At the center was a force-field with someone inside.

"Oh, look after all this time, I get visitors." Ben heard his own voice from the prisoner. It was indeed wearing Eon's black outfit with purple lines. But this wasn't the ugly old coot he remembered. This Eon's face looked exactly like his sixteen-year-old self, save for the black beneath his purple eyes. Angry eyes so much dissimilar of Doc Ben's lavender ones.

**(A.N.: The de-aged, teen Eon belongs to ChesireP too. She made an artwork called 'Rewind'. Here's the link but delete the spaces:**

**cheshirep . deviantart ('dot'com) / art / Rewind-393906214**

"You're looking better, E-yawn." Smoothy rewinded to the first time he had faced Eon when he was eleven.

"Hardly." the rejuvenated time-travelling psychopath spat, knocking a half-hearted fist into the force-field.

"You lured us here, didn't you?" Cosmic declared. "You were certain we would pick up the energy signature if you chose to reveal it."

"I see why they made you leader of your little gang. You're smarter than the average Tennyson." Eon gave a sideways sneer to Smoothy and Punk, which the two noticed.

"Pretty cocky for the Ben locked away." Punk replied with a sneer of his own. Cosmic raise a hand to stop him and continued to talk.

"What do you want, Eon?"

"I want many things. Foremost, I want freedom from this accursed prison Omni has locked me in." he said the named of the evil doer with venom. "He reverted me back into this puny teenage form to humiliate me even further!"

"He did you favor. Your looks have actually improved." Doc snickered softly so that only he could hear.

"Here is my proposal: set me free and I'll let you in on his plans. Of all the Bens in existence, you're the only one powerful enough to undo what Omni does."

"Forget it, Eon!" Smoothy spat and Punk crossed his arms in accordance. All the good Bens were in favor of letting Eon stay there. Except Cosmic whose gaze behind the cloak remained locked onto the prisoner.

"Tell us everything and you have a deal."

"What?!" the other four heroes gasped.

"First you let me go, then I'll talk." Eon countered.

"You're in no position to make demands." Cosmic countered back, turning away. "You are dependant on me, but am not on you."

"How do I know you'll keep your end, Cosmic?"

"The word of a hero is always more valuable than that of a villain. I promise if you tell me about Omni's plan, I'll break you out."

"Comic, that's not wise. You said it yourself Eon is a menace." Doc admonished but Cosmic motioned him to quiet down.

"Speak." Eon accepted Cosmic's terms, albeit begrudgingly.

"Omni managed to infiltrate a timeless dimension from which the Time Beast's came from. His intention was to acquire one of those and study, experiment on it."

"What else is new? Doc and me just got creamed by one of those big uglies." Smoothy retorted nonchalantly. "He tried and failed. We beat his plan, end of story."

"You have barely had a taste of what is to come." Eon scoffed.

"Omni is obsessed with controlling Time Beast. I suspect his goal is to amass a massive army of creatures under his control." Eon paused and mumbled to himself. "A doomed effort. Time Beast are impossible to tame."

"You and Maltruant seemed to have a hang on those things." Smoothy retorted.

"That's because we only ordered them to wreck havoc and travel back in time, which are two things they do gladly." he rolled his eyes "You think they do tricks like sit and roll over?"

"How is it that you know all of this about Omni's plot?" Zen quirked an eyebrow.

"Omni promised me power if I helped him find out the Time Beast's home dimension. But he backstabbed me!" Eon punched the force-field again with no result.

"That's the third time in a row someone pulls the rug under you. Vilgax, Maltruant and now Omni." Cosmic commented emotionlessly. If it had been any other Ben, barring Zen or maybe Doc, the comment would be charged with mocking. But Cosmic's words were like a casual talk. Though that didn't made Eon any less aggravated.

"I've kept my end of the deal. Now you keep yours!"

"Fine." Cosmic lifted his cloaked hand and pressed it against the force-field. The other Bens were wary of this, Punk even motioned to stop Cosmic but Zen stopped him.

Smoothy too wasn't reassured about this, so he prepared to dial his Omnitrix. Though he prefered to keep his promises, he was practical enough to keep Eon locked up. He just knew that look-alike creep would cause trouble in the future...or past, in case he travelled _back_ in time. Or whatever. Time-travel was always mess up like that!

The force-field dimmed and disappeared and Eon fell on his feet with a victorious smirk. He opened his own time portal and looked at his 'liberator'.

"Our deal is done. We'll meet again."

"Not so fast, Eon!"

Cosmic unleashed four beams of green light from his hand, that snared like tentacles around Eon's ankles and wrists. He was held immobilized into a 'X' position.

"What are you doing?! We had a deal!"

"We did. I kept my word and set you free. I never said I would let you go. You're a minor pest compared to Omni, but that doesn't mean you're harmless."

"Ah! Wicked." Punk chuckled. The group all looked approvingly to Cosmic's work.

"You've really lost your edge, Eon. This makes your fourth time you fall for someone's scheme." Doc commented. The heroes turned away and left. But Eon would have none of it. In a desperate act of spite, he turned his wrist as much as possible and fired an aging beam at Smoothy Ben's back. A beam that would age him into dust!

"_Oh, man_!" he thought, turning around to see the purple light right about to strike him. Everything seemed like going in slow motion. The aging beam nearing him, inch by inch. The other Bens, startled and too surprised to react in time. For a moment, just a split-second, Smoothy could have sworn he had just seen his whole life flashing before his eyes.

The beam struck someone who just magically appeared between it and Smoothy.

"Cosmic!"

The leader had taken the hit meant for Smoothy. And he didn't age into dust. He didn't even seemed fazed (granted that was difficult to determine given his face was shrouded).

"Dude! You okay?" Smoothy asked, preparing to help his savior should he fall suddenly. But Cosmic didn't answer, maintaining his undivided attention on Eon.

"I see those bonds are not enough of a prison." his voice sounded cold and angry. His body glowed with a green aura and he fired a beam at the ground. Green crystal erupted and grew around Eon. The villain squirmed and cried out as the crystal grew around him like ice. Soon he was completely covered and trapped inside the giant crystal.

All the Bens looked astonished at the display of power and cold punishment. Doc used his Omnitrix to scan the crystal for Eon's life signals.

"He's alive but dormant."

"I've sealed him in a prison that can't age. Even Omni would have a great deal of work to release him now." Cosmic looked down in deep thought, then turned back at them. "I'm going to follow Eon's clues. If Omni is trying to seize control of Time Beasts, we have a serious problem."

"But Eon said those things can't be controlled." Doc argued.

"Doctor, I know Omni." Cosmic sighed "When his obsessed with something, he'll stop at nothing to achieve it. You return to base and keep eyes and ears open."

And with that he vanished into his own time portal.

"Dude, doesn't even wait for me to thank him." Smoothy muttered annoyed.

* * *

><p>"So he just gives orders and goes time detective, hu?"<p>

"I guess you can say that, Smoothy." Doc shrugged. The two were outside the base, taking a walk to relieve stress. "In my view, this war we're fighting is mostly a battle between Cosmic and Omni. They may be alternate versions of us both, but those two are nothing less than gods."

"The war we're fighting is a battle between two giants. All other Bens, whatever side they're one, are nothing more than ants. We're just the sidekicks my friend." Doc took a deep breath and sighed.

"Great" Smoothy deadpanned ", maybe this is how Rook feels sometimes."

In truth, Smoothy Ben didn't mind taking the backseat once in a while. But keeping others in the dark like Cosmic was doing to their team was...annoying, at least. Suspicious, at most.

"Yet you and the others to trust him." he commented, hoping to get an answer from the doctor. He had, after all, known Cosmic for longer than he.

"He's a good guy and saved my neck one time. And you have to admit, it was a smart move he pulled with Eon."

"No argument against that. Reminded me when Gwen pulled Vulcanus' leg." Smoothy recalled when he still had the Ultimatrix and Vulcanis had sent Techadon robots to wipe him out, one by one. But Gwen, with Argit's expensive cooperation, managed to find Vulcanis as the responsible and even lured him into the battlefield. There Kevin set a fake omnitrix on Vulcanis so that the robots would go after him.

"Gwen!" Doc shouted perplexed. He grabbed Smoothy by the shoulder and put his face inches from Smoothy's. "You have Gwen?"

"Y-yeah. My cousin. Like you have, right?" Smoothy quirked an eyebrow, confused and surprised. Doc let him go and his look became gloomy. "What is it? What happened to _your_ Gwen."

"Nothing. Never mind"

"Oh, come on, dude! First, high-and-mighty-Alien-X-Ben shuts me down and now even you. Aren't we supposed to be a team?"

Doc gave him a frowning, upset look. He looked like a parent about to scold a child. Instead, he sighed heavily:

"FIne I guess its fair since Punk and Zen already know." he paused, collecting his thoughts. "You know, originally my timeline and Benzarro's were the same."

"For real?" Smoothy had trouble imagining the zombie-like Ben as Doc.

"For real." Doc nodded. "He used to be like me. Until a sort of zombie plague from Anur Transyl hit Earth. The first nine patients were infected and put in lockdown. The nations of Earth asked a certain young prodigy doctor with an alien watch to crack the case. The doctor did his work and managed to find a cure and heal eight of the patients. However, when it came to patient zero...the doctor could have done better." that last part was filled with self-loath.

A silent pause followed that Smoothy dared not to break. His mind was paralyzed. For a tiny number of situations, Gwen's life had been in the balance and Ben had indeed felt a pang of horror of...what could have happened.

The most shocking of all was in that adventure to find Azmuth when the original Omnitrix began the countdown for self-destruction. He had watched horrified as Gwen had 'died' to save him from a Wildvine. And how he had felt when he saw her alive and well, later. It was after that day Ben stopped calling her a 'doofus' or 'dweeb', even if she still acted like that for a while.

"_If she died for real because of me, again…_" he didn't want to finish that thought. He turned Doc to see him looking dejected. "Sorry to hear that, dude."

* * *

><p>The Time Beast fell on its paws, exhausted of another session. Omni de-aged it into an egg, again. The cycle had been repeated a couple of times now. Omni would age the egg into an adult creature, fight it and try to find a way to gain complete control of it. Every time he had won and de-aged the fiend into an egg, starting the process all over again.<p>

"Ghostfreak, Whampire, both useless. Even Pesky Dust hasn't been able to get into its subconscious." he spoke to himself.

He re-aged the Time Beast and the experiment continued. He paralyzed the creature with his Gravattack powers and studied it. How does made this creature to age everything into dust? What is it that moves it? Omni's other aliens were never this complicated…

Wait! _Other_ aliens…

"Ah!" Omni smirked. "I know now what I require to bend these time fiends to my will..."

Exhilarated at the newfound answer, the tyrannical overlord put a hand to the paralyzed creature's forehead.

"...and how to attain it."


End file.
